TORONTO, Nov. 6, 2015 /CNW/ - Oriana Resources Corporation ("Oriana") (NEX: OUP.H) has agreed to an extension to the previously announced letter of intent dated July 22, 2015 (the "LOI") for a business combination with Graphene Lighting PLC, a corporation existing under the laws of England and Wales, that will result in a reverse take-over of Oriana on the TSX Venture Exchange (the "TSXV").
As set out in Oriana's press release dated July 23, 2015, the transaction is intended to constitute Oriana's qualifying transaction under the policies of the TSXV (the "Qualifying Transaction").
It was previously contemplated that a definitive agreement would be entered into by September 30, 2015; however the parties have agreed to amend the timelines such that the deadline to execute a definitive agreement is now January 8, 2016.
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of a concurrent financing ("Financing"), execution of a definitive agreement in respect of the Qualifying Transaction, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange ) has in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved of the contents of this release.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Oriana or Graphene Lighting PLC. The securities of Graphene Lighting PLC to be issued in connection with the Financing have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
This release includes forward-looking statements regarding Oriana, Graphene Lighting PLC and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Qualifying Transaction and the Financing, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks affecting the companies, economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Oriana and Graphene Lighting PLC undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE Oriana Resources Corporation
For further information: Oriana Resources Corporation: Richard Buzbuzian, Chief Executive Officer, Telephone: 647-501-3290, Email: [email protected]